JELD-WEN Holding (JELD) SC 13G Beneficial ownership report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.1)*

JELD-WEN Holding, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

47580P103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Ontario, Canada

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   32,101,820 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   32,101,820 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,101,820 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   31.9% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

2

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Gerald W. Schwartz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Canada

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   32,883,094 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   32,883,094 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,883,094 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   32.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

3

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex Partners III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   20,302,027 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   20,302,027 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,302,027 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20.2% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

4

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex BP Co-Invest LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,744,219 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,744,219 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,744,219 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

5

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex Partners III GP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   23,907,545 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   23,907,545 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   23,907,545 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   23.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(3) See Item 4 below.

(4) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

6

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex US Principals LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   272,060 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   272,060 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   272,060 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.3% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

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CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex Partners III PV LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   258,883 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   258,883 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   258,883 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.3% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

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CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   BP EI LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   335,900 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   335,900 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   335,900 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.3% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

(3) See Item 4 below.

(4) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

9

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   Onex Partners III Select LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   65,364 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   65,364 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   65,364 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

10

CUSIP No. 47580P103 13G

1	NAMES OF REPORTING PERSONS   New PCo II Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Ontario, Canada

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   781,274 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   781,274 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   781,274 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

(1) See Item 4 below.

(2) Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.

11

This Amendment No. 1 to Schedule 13G relates to Common Stock, par value $0.01 per share, ofJELD-WEN Holding, Inc. (the “Issuer”), amends and supplements the Schedule 13G previously filed by Onex Corporation and other reporting persons with the Securities and Exchange Commission on February 14, 2018 (as so amended, the “Schedule 13G”), and is being filed to reflect that Onex American Holdings II LLC has changed its name to Onex Private Equity Holdings LLC.

The Schedule 13G is hereby amended as follows:

Item 4. Ownership:

Item 4 is hereby amended and restated in its entirety as follows:

The information required by Items4(a)-4(c) is set forth in Rows5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock ofJELD-WEN Holding, Inc. (the “Company”) listed opposite its or his name:

Reporting Person:	Number of Shares Held of Record:		Number of Shares Beneficially Owned:		Percent of Class:			Sole Power to Vote or to Direct the Vote:		Shared Power to Vote or to Direct the Vote:		Sole Power to Dispose or to Direct the Disposition of:		Shared Power to Dispose or to Direct the Disposition of:
Onex Corporation(1)		7,586,315		32,101,820		31.9	%		0		32,101,820		0		32,101,820
Gerald W. Schwartz(1)(2)		0		32,883,094		32.7	%		0		32,883,094		0		32,883,094
Onex Partners III LP		20,302,027		20,302,027		20.2	%		0		20,302,027		0		20,302,027
Onex Partners III GP LP(3)		537,052		23,907,545		23.8	%		0		23,907,545		0		23,907,545
Onex US Principals LP		272,060		272,060		0.3	%		0		272,060		0		272,060
Onex Partners III PV LP		258,883		258,883		0.3	%		0		258,883		0		258,883
Onex Partners III Select LP		65,364		65,364		0.1	%		0		65,364		0		65,364
Onex BPCo-Invest LP		2,744,219		2,744,219		2.7	%		0		2,744,219		0		2,744,219
BP EI LLC		335,900		335,900		0.3	%		0		335,900		0		335,900
New PCo II Investments Ltd.		781,274		781,274		0.8	%		0		781,274		0		781,274

(1) Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BPCo-Invest LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BPCo-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation’s indirect ownership or control of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (e) Onex Partners III PV LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) BP EI LLC, through Onex Corporation’s ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of BP EI LLC, and (g) Onex Partners III Select LP, through Onex Corporation’s indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership.

(2) Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by New PCo II Investments Ltd., through Mr. Schwartz’s indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd.

(3) Onex Partners III GP LP may be deemed to beneficially own the shares held of record by Onex Partners III LP., Onex BPCo-Invest LP, Onex Partners III GP LP, Onex Partners III PV LP, and Onex Partners III Select LP as described in note (1) above. Onex Partners III GP LP disclaims such beneficial ownership (except with respect to the shares held of record by such entity).

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2020

ONEX CORPORATION
By:	/s/ David Copeland
	Name:	David Copeland
	Title:	Managing Director - Tax
ONEX PARTNERS III GP LP
By: Onex Partners GP Inc., its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Vice President
ONEX PARTNERS III LP
By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Managing Director
ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC, its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Director
ONEX PARTNERS III PV LP
By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Managing Director

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ONEX BPCO-INVEST LP
By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Managing Director
ONEX PARTNERS III SELECT LP
By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Managing Director
BP EI LLC
By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Managing Director
NEW PCO II INVESTMENTS LTD.
By:	/s/ Michelle Iskander
	Name:	Michelle Iskander
	Title:	Secretary
GERALD W. SCHWARTZ
By:	/s/ Andrea E. Daly
	Name:	Andrea E. Daly
	Title:	Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017.

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INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement

15